Res 26-10RESOLUTION NO. 26-10
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF DELRAY BEACH, FLORIDA, AMENDING RESOLUTION
11-10 IN ORDER TO AMEND THE PURCHASE PRICE OF
CERTAIN REAL PROPERTY IN PALM BEACH COUNTY,
FLORIDA, AS DESCRIBED HEREIN, HEREBY
INCORPORATING AND ACCEPTING THE CONTRACT
STATING THE TERMS AND CONDITIONS FOR THE SALE
AND PURCHASE FROM WELLS FARGO FINANCIAL
SYSTEM FL, SELLER, AND THE CITY OF DELRAY BEACH,
FLORIDA.
WHEREAS, the Ciry of Delray Beach, Florida, wishes to buy certain property located at
3740 Lancewood Place, Delray Beach, Florida; and
WHEREAS, Wells Fargo Financial System FL, hereinafter desires to sell the property
hereinafter described; and
WHEREAS, it is in the best interest of the City of Delray Beach, Florida, to purchase said
property for affordable housing purposes; and
WHEREAS, the Ciry Commission approved Resolution 11-10 at its meeting on April 6,
2010 to acquire property located at 3740 Lancewood Place, Delray Beach, Florida, in the amount of
One Hundred Thirty-Five Thousand Dollars ($135,000.00); and
WHEREAS, Wells Fargo has changed the purchase price to One Hundred Forty Thousand
Dollars ($140,000.00).
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE
CITY OF DELRAY BEACH, FLORIDA, AS FOLLOWS:
Section 1. That the City Commission of the Ciry of Delray Beach, Florida, as Buyer, hereby
agrees to acquire the property described herein from the Seller, for the purchase price of One
Hundred Forty Thousand and 00/100 Dollars ($140,000.00), said property being described as
follows:
Lot 2, Block 4, SABAL LAKES PHASE ONE, according to the Plat
thereof as recorded in Plat Book 60, Page 188, of the Public Records of
Palm Beach County, Florida.
Section 2. That the terms and conditions contained in the Contract for Sale and Purchase
and Addendum between the City of Delray Beach, Florida, and the Seller as hereinabove named are
incorporated herein as Exhibit "A".
PASSED AND ADOPTED in regular session on the 20`h day of April, 2010.
MAYOR
Attest:
~~\ ~~ f~
City Clerk
RES. N0.26-10
Page 1 of 1
MEMORANDUM
TO: Mayor and City Commissioners
FROM: Lula Butler, Director, Community Improvement
THROUGH: David T. Harden, City Manager
DATE: April 14, 2010
SUBJECT: AGENDA ITEM 10 D -REGULAR COMMISSION MEETING OF APRIL 20.2010
RESOLUTION N0.26-10/AMENDED CONTRACT FOR SALE & PURCHASE/WELLS FARGO
FINANCIAL SYSTEM /3740 LANCEWOOD PLACE
ITEM BEFORE COMMISSION
Request approval of a new sales agreement for 3740 E. Lancewood Place increasing the purchase price
from $135,000 to $140,000.
BACKGROUND
On March 16, 2010, the City Commission approved the purchase and sale agreement for 3740 E.
Lancewood for the amount of $135,000. Due to market instability, the price has since increased.
On March 26, 2009, the City approved the application to apply for NSP funding through Florida
Department of Community Affairs (DCA) for $1,905,005 to acquire, rehab and dispose of bank owned
foreclosures. The City and CRA entered into an Interlocal Agreement for $400,000 of CRA funds to
acquire, rehab and dispose of bank owned foreclosures located within the CRA District. The
Neighborhood Services Division has identified several viable properties for this program.
FUNDING SOURCE
Neighborhood Stabilization Program 1
RECOMMENDATION
Staff recommends approval of the new purchase agreement to purchase the property located at 3740 E.
Lancewood for $140,000.
http://miweb001/Agendas/Bluesheet.aspx?ItemID=3246&MeetingID=256 4/21/2010
RESOLUTION NO. 26-10
A RESOLUTION OF THE QTY COMNIISSION OF THE QTY OF
DELRAY BEACH, FLORIDA, AMENDING RESOLUTION 11-10 IN
ORDER TO AMEND THE PURCHASE PRICE OF CERTAIN REAL
PROPERTY IN PALM BEACH COUNTY, FLORIDA, AS DESCRIBED
HEREIN, HEREBY INCORPORATING AND ACCEPTING THE
CONTRACT STATING THE TERN6 AND CONDITIONS FOR THE
SALE AND PURCHASE FROM WELLS FARGO FINANCIAL SYSTEM
FL, SELLER, AND THE QTY OF DELRAY BEACH, FLORIDA.
WHEREAS, the City of Delray Beach, Florid,, wishes to buy certain property located at 3740
Lancewood Place, Delray Beach, Florida; and
WHEREAS, Wells Fargo Financial System FL, hereinafter desires to sell the properly hereinafter
described; and
WHEREAS, it is in the best interest of the City of Delray Beach, Florida, to purchase said property for
affordable housing purposes; and
WHEREAS, the City Commission approved Resolution 11-10 at its meeting on April 6, 2010 to
acquire property located at 3740 Lancewood Place, Delray Beach, Florida, in the amount of One Htmdred
Thirl.~Five Thousand Dollars ($135,000.00); and
WHEREAS, Wells Fargo has changed the purchase price to One Hundred Forty Thousand Dollars
($140,000.00).
NOW, THEREFORE, BE IT ORDAINED BY THE QTY COMMISSION OF THE QTY OF
DELRAY BEACH, FLORIDA, AS FOLLOWS:
Section 1. That the City CAn~rnission of the City of Delray Beach, Florida, as Buyer, hereby agrees to
acquire the property described herein from the Seller, for the purchase price of One Hundred Forty Thousand
and 00/100 Dollars ($140,000.00), said propertybeing described as follows:
Lot 2, Block 4, SABAL LAKES PHASE ONE, according to the Plat thereof as
recorded in Plat Book 60, Page 188, of the Public Records of Palm Beach County,
Florida.
tion 2. That the terms and conditions contained in the Contract for Sale and Purchase and
Addendum between the City of Delray Beach, Florida, and the Seller as hereinabove named are incorporated
herein as Exhibit "A".
PASSE D AND ADOPTED in regular session on the day of , 2010.
MAYOR
Attest
City Clerk
RES. N0.26-10
NSP
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made between WELLS FARGO
BANK, N.A., a national banking association, whose address is 1 Home Campus, Des Moines,
Iowa 50328-0001, in its capacity as mortgage loan servicer and attorney in fact for the Owner
of Record of the subject Property ("Seller") and CITY OF DELRAY BEACH, a Municipal [entity
type], whose address is 100 N.W. 1St Avenue, Delray Beach, Florida ("Purchaser"), (together,
the "Parties" and individually, the "Party") and is effective as of MARCH 26, 2010 (the "Effective
Date").
Recitals:
Seller owns certain real property, improvements, appurtenances and hereditaments located at
3740 LANCEWOOD PLACE, DELRAY BEACH, County of PALM BEACH, State of FL,
legally described on Exhibit A attached to this Agreement (the "Property") which it wishes to sell,
and which Purchaser wishes to purchase; and
The sale and purchase of the Property shall also be subject to a number of conditions, as each
is described by this Agreement;
Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereto agree as follows:
1. Neighborhood Stabilization Program. The Parties acknowledge the purchase
and sale of the Property between Seller and Purchaser is intended to be consummated using
federal funds distributed as part of the emergency assistance for the redevelopment of
abandoned and foreclosed homes under Section 2301 et seq. of Title 3 of Division B of the
Housing and Economic Recovery Act of 2008, as amended by the American Recovery and
Reinvestment Act of 2009, H.R. 1, as may be further amended and supplemented from time to
time (collectively, the "Act") and the Notice of Allocations, Application Procedures, Regulatory
Waivers Granted to and Alternative Requirements for Emergency Assistance for
Redevelopment of Abandoned and Foreclosed Homes Developers under the Housing and
Economic Recovery Act, 2008 issued by the Department of Housing and Urban Development
("HUD") and found at the Federal Register/Vol. 73, No. 194/October 6, 2008/Notices, as the
same may be amended, restated or supplemented (the "NSP Regulations"). (The Act and the
NSP Regulations are hereafter referred to collectively as the "NSP Guidelines"). The Parties
hereby acknowledge that such federal funding [check applicable provision] IS ^ IS NOT ^
being used in this transaction. If such federal funding is being used, the Parties agree that this
transaction is intended to comply with the provisions of the NSP Guidelines.
2. Sale of Property. Subject to compliance with the terms and conditions of this
Agreement, Seller shall sell to Purchaser and Purchaser shall purchase from Seller the
Property.
3. Purchase Price. The purchase price for the Property shall be ONE HUNDRED
FORTY THOUSAND and 00/100 Dollars $140,000.00 (the "Purchase Price"). However,
pursuant to the NSP Guidelines, the amount payable by Purchaser to Seller for the purposes of
this transaction as the consideration to be paid shall be ONE HUNDRED FORTY THOUSAND
and 00/100 Dollars $140,000.00 ("Total Adjusted Sales Price"). The term Total Adjusted Sales
Price has been determined by Seller and Purchaser taking certain agreed upon sums and
applying such sums to the following formula: (a) the Purchase Priceless (b) Seller Adjustments
(as described below). Consequently the amount due and payable by Purchaser to Seller shall
be payable as follows:
ONE HUNDRED FORTY THOUSANDand 00/100 Dollars $140.000.00
representing the balance of the Total Adjusted Sales Price payable by certified
check, or wire transfer on the Closing Date (defined below).
For the purposes of this Paragraph 3 the Total Adjusted Sales Price is an agreed upon sum
intended to be less than the Purchase Price. In addition, the Total Adjusted Sales Price will be
less than Seller's estimate of the fair market value of the Property ("Seller's Estimate of Fair
Market Value") provided to Purchaser pursuant to negotiations which have occurred prior to the
execution of this Agreement and pursuant to the NSP Guidelines. Seller Adjustments are those
agreed upon reductions to Seller's Estimate of Fair Market Value derived through negotiations
with Purchaser prior to the execution of this Agreement. Such Seller Adjustments include a
number of factors which have been disclosed by Seller to Purchaser or by Purchaser's due
diligence prior to the execution of this Agreement, including but not limited to (a) reduced sales
and marketing costs, avoided property rehabilitation and maintenance costs, avoided
taxes and insurance expenses, and any other holding costs avoided during an assumed
holding period, (b) the benefit of an expeditious sale in the specific local market
recognizing changes in market value over time during an assumed holding period, and
(c) the impact on net present value of receiving cash payments in advance of expected
sale through traditional marketing methods.
4. Time of the Essence: Closing Date.
(a) It is agreed that time is of the essence with respect to all dates specified
in this Agreement and any addenda, riders or amendments thereto. This means that all
deadlines are intended to be strict and absolute.
(b) The closing shall take place on or before, MAY 10, 2010 (the "Closing
Date"), unless the Closing Date is extended in writing signed by Seller and Purchaser
or extended by Seller under the terms of this Agreement. The closing shall be held in
the offices of the title company, Seller's attorney or Purchaser's attorney, or at a place
so designated and approved by Seller, unless otherwise required by applicable law. If
the closing does not occur by the date specified in this Paragraph or in any extension,
this Agreement is automatically terminated.
5. Inspections.
(a) Before entering into this Agreement, Purchaser has inspected the
Property and obtained for its own use, benefit and reliance, inspections and/or reports
on the condition of the Property, and has accepted the Property. Purchaser shall keep
the Property free and clear of liens and indemnify and hold Seller harmless from all
liability claims, demands, damages, and costs related to Purchaser's inspection and
any inspection conducted by Purchaser after the date of this Agreement, and
Purchaser shall repair all damages arising from or caused by the inspections.
Purchaser shall not directly or indirectly cause any inspections to be made by any
government building or zoning inspectors or government employees without the prior
written consent of Seller, unless required by law, in which case, Purchaser shall
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provide reasonable notice to Seller prior to any such inspection. If Seller has winterized
this Property and Purchaser desires to have the Property inspected, the listing agent
will have the Property dewinterized prior to inspection and rewinterized after inspection.
Purchaser agrees to pay this expense in advance to the listing agent. The amount paid
under this provision shall be nonrefundable.
(b) Where: (a) structural, electrical, mechanical, plumbing, termite inspection,
zoning, code compliance or pending improvements reports relating to the Property
have been prepared for the benefit of Seller, (b) notices of any violations of laws or
governmental ordinances, regulations or laws relating to the Property have been
received by Seller, or (c) Seller has received any notice, writing or information
regarding any pending or threatened litigation relating to the Property, and where such
information, reports, or other items are in the possession of the REO department of
Seller or Seller's real estate agent (if engaged by Seller in connection with this
transaction); upon request, Purchaser will be allowed to review the notices, information
and reports to obtain the same information and knowledge as Seller has about the
condition of the Property. Purchaser acknowledges that the inspection reports prepared
or caused to be prepared by Seller are for the sole use and benefit of Seller.
Purchaser will not rely upon any such inspection reports obtained by Seller in making a
decision to purchase the Property; provided however, Purchaser shall have ten (10)
business days after review of said information, reports and notices to terminate this
Agreement, and this Agreement shall be null and void and neither Party shall have any
further rights or liabilities hereunder except as provided in Paragraph 26 of this
Agreement.
6. Personal Property. Items of personal property, including but not limited to
window coverings, appliances, manufactured homes, mobile homes, vehicles, spas, antennas,
satellite dishes and garage door openers, now or hereafter located on the Property are not
included in this sale or the Total Adjusted Sales Price unless the personal property is
specifically described and referenced on Exhibit B attached to and made a part of this
Agreement. Any personal property at or on the Property may be subject to claims by third
parties and, therefore, may be removed from the Property prior to the Closing Date. Seller
makes no representation or warranty as to the condition of any personal property, title thereto,
or whether any personal property is encumbered by any liens. Purchaser assumes responsibility
for any personal property remaining on the Property at the time of closing.
7. Closing Costs and Adjustments.
(a) Purchaser and Seller agree to prorate the following expenses as of
closing and funding: municipal water and sewer charges, utility charges, real estate
taxes and assessments, common area charges, condominium or planned unit
development or similar community assessments, co-operative fees, maintenance fees,
and rents, if any. In determining prorations, the funding date shall be allocated to
Purchaser. Payment of special assessment district bonds and assessments, and
payment of homeowner's association or special assessments shall be paid current and
prorated between Purchaser and Seller as of the Closing Date with payments not yet
due and owing to be assumed by Purchaser without credit toward the Total Adjusted
Sales Price. The Property taxes shall be prorated based on an estimate or actual taxes
from the previous year on the Property. All prorations shall be based upon a 30-day
month and all such prorations shall be final. Seller shall not be responsible for any
amounts due, paid or to be paid after closing, including but not limited to, any taxes,
penalties or interest assessed or due as a result of retroactive, postponed or additional
taxes resulting from any change in use of, or construction on, or improvement to the
Property, or an adjustment in the appraised value of the Property. In the event Seller
has paid any taxes, special assessments or other fees and there is a refund of any
such taxes, assessments or fees after closing, and Purchaser as current owner of the
Property receives the payment, Purchaser will immediately submit the refund to Seller.
If the Property is heated by or has storage tanks for fuel oil, liquefied petroleum gases
or similar fuels, Purchaser will buy the fuel in the tank at closing at the current price as
calculated by the supplier. Property taxes shall be prorated to the Closing Date on a
per diem calendar basis. All interest, rents, city water charges current operating
expenses, and homeowner's association dues shall be prorated to the Closing Date.
Homeowner association transfer dues, if any, are to be paid by Purchaser.
^ Purchaser ®Seller (check one) agrees to ®pay ^ assume (check one) all special
assessments levied of record or certified into the current year's taxes as of the date of
closing.
^ Purchaser ®Seller (check one) agrees to pay any pending assessments at closing
or to deposit funds in escrow in an amount considered sufficient by lender, if any, to
cover the costs; any difference to be refunded to the ^ Purchaser ®Seller (check
one).
(b) Purchaser shall pay:
(i) One-half of all closing and escrow fees;
(ii) The cost of preparation of a title binder on any title insurance
policy.
(iii) All recording and service fees required in order to record the
Deed, if any.
(iv)
(c) Seller shall pay:
(i) One-half of all closing and escrow fees;
(ii) The cost of preparation of the Title Commitment;
(iii) All fees required to obtain and record any documents necessary to
deliver clear title to the Property to Purchaser, including the amount of state and
county deed or transfer tax required to record the Deed; and
(iv) All premiums and costs incurred in connection with the issuance
of any title insurance policy and endorsements, excluding the cost of preparing a
title binder on the insurance policy.
(d) With respect to Purchaser's selection of a Title Company pursuant to
Paragraph 12, Purchaser may choose the Seller's Preferred Title Company (defined
below) or any other third party. Upon acceptance of Purchaser's offer, Seller shall
4
provide to Purchaser a suggested company ("Seller's Preferred Title Company") to act
as the closing agent and title insurance company.
(i) If Purchaser selects Seller's Preferred Title Company to act as the closing
agent and the Title Company, then notwithstanding any other provision in this
Agreement, Seller shall pay up to $2,500.00 of Purchaser's closing costs that
would be payable pursuant to this Agreement if Purchaser had selected any
other third party to act as closing agent and Title Company. If the closing costs
total less than $2,500.00, only the actual amount of closing costs will be paid by
Seller.
(ii) If Purchaser selects a third party other than Seller's Preferred Title
Company to act as the closing agent or the Title Company, then Seller,
notwithstanding any other paragraphs of this Agreement, will only pay the costs
stated in subsection (c) above.
(iii) The Purchaser will notify the Seller of the Title Company and closing
agent Purchaser has selected by completing the selection form attached hereto
as Exhibit "E".
For the avoidance of doubt, nothing herein shall be deemed to require the
Purchaser to use Seller's Preferred Title Company as a condition to the sale of the
Property to Purchaser.
8. Delivery of Funds. Regardless of local custom, requirements, or practice, upon
delivery of the Deed (defined below) by Seller to Purchaser, Purchaser shall deliver all funds
due Seller from the sale in the form of certified check or wire transfer. An attorney's trust fund
check shall not be sufficient to satisfy this provision unless the bank holding the account on
which the trust fund check is drawn certifies the trust fund check.
9. Delivery of Possession of Property. Seller shall deliver possession of the
Property to Purchaser on the Closing Date and funding of sale. Seller warrants and
covenants with Purchaser that (a) the Property was vacant and unoccupied at the time of
commencing discussions with Purchaser for the purchase of the Property, is vacant and
unoccupied at the time of the execution of this Agreement and will be delivered to
Purchaser at the closing in a vacant and unoccupied condition, (b) the availability or
existence of the federal funds under the Act has not induced the Seller's commencement
of the foreclosure proceedings, any deed in lieu of foreclosure or other enforcement
procedures which has resulted in Seller's ownership of the Property, and (c) all
foreclosure proceedings and any eviction actions are completed and any redemption
periods of the prior foreclosed mortgagor/owner and all persons claiming through such
person(s) have expired. If Purchaser alters the Property or causes the Property to be altered
in any way and/or occupies the Property or allows any other person to occupy the Property prior
to closing and funding without the prior written consent of Seller, such event shall constitute a
breach by Purchaser under this Agreement and Seller may terminate this Agreement and
Purchaser shall be liable to Seller for damages caused by any such alteration or occupation of
the Property prior to the Closing Date and funding and Purchaser hereby waives any and all
claims for damages or compensation for improvements made by Purchaser to the Property
including, but not limited to, any claims for unjust enrichment.
10. Deed. The Deed to be delivered at closing shall be a Deed that covenants that
grantor grants only that title which grantor may have and that grantor will only defend title
against persons claiming by, through, or under the grantor, but not otherwise (which Deed may
be known as a Special Warranty or Limited Warranty, ). Any reference to the term "Deed" herein
shall be construed to refer to such form of Deed. It is the intent of Seller to deliver title to the
subject Property through the conveyance of the Deed or comparable instrument. The
comparable instrument, at a minimum, must contain the following language: "Grantor
covenants that it is seized and possessed of the said land and has a right to convey it, and
warrants the title against the lawful claims of all persons claiming by, through and under it, but
not further otherwise."
11. Title to be Delivered. At closing, Seller agrees to deliver to Purchaser the
Deed, which conveys fee simple title in the Property to Purchaser subject only to the following:
(a) Permitted Exceptions:
(i) Zoning and subdivision laws and regulations, and landmark,
historic or wetlands designation, provided that they are not violated by the
existing buildings and improvements erected on the Property or their use;
(ii) Building laws, ordinances, State and Federal regulations;
(iii) Real estate taxes that are a lien, but are not yet due and payable;
(iv) Reservation of any minerals or mineral rights to the State in which
the Property is located; and
(v) Utility and drainage easements which do not interfere with present
improvements.
(b) Homeowner's Associations. Condominiums or Planned Unit
Developments. If the Property is a condominium or planned unit development or co-
operative, unless otherwise required by law, Purchaser, at Purchaser's own expense, is
responsible for obtaining and reviewing the covenants, conditions and restrictions and
bylaws of the condominium, or planned unit development or cooperative within ten (10)
days of execution of this Agreement by both Parties. Seller agrees to use reasonable
efforts, as determined at Seller's sole discretion, to assist Purchaser in obtaining a copy
of the covenants, conditions and restrictions and bylaws. Purchaser will be deemed to
have accepted the covenants, conditions and restrictions and by laws if Purchaser
does not notify Seller in writing, within fifteen (15) days of execution of this Agreement,
of Purchaser's objection to the covenants, conditions and restrictions and/or bylaws.
Purchaser understands and acknowledges that this transaction may be subject to the
written consent of the governing body of a condominium, planned unit development, co-
operative or home owner's association, depending on the covenants, conditions and
restrictions and/or bylaws of said governing body. Purchaser agrees to promptly submit
such references or other information as such governing body may require and Purchaser
agrees to cooperate in any reasonable manner to obtain such consent, including a
personal appearance by Purchaser before such governing body. Purchaser shall be
solely responsible for obtaining such consent.
6
If after reasonable efforts, Purchaser is unable to obtain such governing body's consent
to this transaction, Purchaser may terminate this Agreement as Purchaser's sole and
exclusive remedy at law and/or equity. Upon termination of this Agreement Purchaser
and Seller shall have no further liability, no further obligation, and no further
responsibility each to the other and Purchaser and Seller shall be released from any
further obligation each to the other in connection with this Agreement except as to any
provisions that survives termination pursuant to Paragraph 26 of this Agreement.
(c) Lead Paint Disclosure. (Check the provision that applies.)
® Seller represents that the dwelling was constructed on the real
property in 1978 or later.
^ Seller represents that the dwelling was constructed on the real
property before 1978. (If such housing is located on the real
property, attached and made a part of this Agreement is the form,
LEAD PAINT ADDENDUM FOR HOUSING CONSTRUCTED
BEFORE 1978.)
12. Title and Examination. Within five (5) days from the date of this Agreement,
Purchaser will order a commitment for a: (a) title insurance policy (the "Title Commitment"), or
(b) a title report or opinion of title (the "Title Opinion") issued by (the "Title Company") and
provide a copy to Seller. Purchaser shall have five (5) days from the date of its receipt of the
Title Commitment or Title Opinion to examine title and make any objections thereto, which shall
be made in writing to Seller or deemed waived. If any objections are so made, Seller shall be
allowed sixty (60) days to make title marketable. Pending correction of title, payments
hereunder required shall be postponed, but upon correction of title and within ten (10) days after
written notice to Purchaser, the Parties shall perform this Agreement according to its terms.
Objections to title shall mean a title matter which fails to meet the customary title examination
standards for title examiners for the jurisdiction in which the Property is located and makes the
title unmarketable. Purchaser may, without waiving any requirement of the Seller to deliver a
Deed, accept a title to the Property insured as to marketability under a policy of title insurance
which demonstrates that the title to the Property is insurable notwithstanding such objection.
13. Defects in Title. Upon examination of the Title Commitment or Title Opinion by
Purchaser and notice to Seller of a title objection, the Parties agree to proceed as follows:
(a) If Purchaser raises an objection to Seller's title to the Property as
provided in Paragraph 12, which, if valid, would make title to the Property uninsurable
and not correctable within sixty (60) days, Seller shall have the right to terminate this
Agreement by giving written notice of the termination to Purchaser, provided however,
Purchaser shall have the right within five (5) days of such notice to either waive such
defect or request Seller to proceed under Paragraph 13(c) below.
(b) However, if Seller is able to correct the problem through reasonable
efforts, as Seller determines, at its sole and absolute discretion, within said sixty (60)
day period, including any written extensions, or (subject to Purchaser's consent
described in Paragraph 12) if title insurance is available from a reputable title insurance
company at regular rates containing affirmative coverage for the title objections, as
7
provided below or Purchaser waives the defect, then this Agreement shall remain in full
force and Purchaser shall perform pursuant to the terms set in this Agreement.
(c) Seller will cooperate with the Title Company and Purchaser on the title
corrections to remove any such exception or to make the title insurable, but any
attempt by Seller to remove such title exceptions shall not impose an obligation upon
Seller to remove those exceptions.
(d) In the event Seller, within such sixty (60) day period is not able to (i) make
the title marketable or correct any problem or (ii) obtain title insurance from a reputable
title insurance company, all as acceptable to Purchaser as provided herein, Purchaser
may either waive the objection or terminate this Agreement as Purchaser's sole remedy
at law or equity.
14. Purchaser Representations and Warranties. Purchaser represents and
warrants to Seller the following:
(a) Purchaser is purchasing the Property solely in reliance on its own
investigation and inspection of the Property and not on any information, representation
or warranty provided or to be provided by Seller, its servicers, representatives, brokers,
employees, agents or assigns;
(b) Purchaser has not relied on any representation or warranty from Seller
regarding the nature, quality or workmanship of any repairs made by Seller; and
(c) Purchaser will not occupy or cause or permit others to occupy the
Property prior to closing and funding and, unless and until any necessary Certificate of
Occupancy has been obtained from the appropriate governmental entity, will not
occupy or cause or permit others to occupy the Property until after the closing.
(d) Purchaser has full power and authority to enter into this Agreement and to
perform all its obligations hereunder, and has taken all action required by law, its
governing instruments, or otherwise to authorize the execution, delivery, and
performance of this Agreement and all the deeds, agreements, certificates, and other
documents contemplated herein. This Agreement has been duly executed by and is a
valid and binding agreement of Purchaser, enforceable in accordance with its terms,
except as enforceability may be limited by equitable principles or by the laws of
bankruptcy, insolvency, or other laws affecting creditors' rights generally.
(e) Neither Purchaser nor any of its affiliates, and none of their respective
employees, officers, directors, or to the best of Purchaser's knowledge, representatives
or agents is a person or entity with whom United States persons or entities are
restricted from doing business under regulations of the Office of Foreign Asset Control
("OFAC") of the Department of the Treasury (including those named on OFAC's
Specially Designated and Blocked Persons List, Specially Designated Terrorists or
Specially Designated Narcotics Traffickers Lists) or under any statute, executive order
(including the September 24, 2001 Executing Order Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism),
or other governmental action and is not engaged in any dealings or transactions or
otherwise associated with such persons or entities.
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Pursuant to the Bank Secrecy Act and requirements specified by OFAC, Seller will not
engage in any transaction with any individual or entity that either appears on the list of
Specially Designated Nationals and Blocked Persons, Specially Designated Terrorists,
Specially Designated Narcotics Traffickers, or that Seller suspects to be involved in a
suspicious transaction or one in violation of federal law, therefore the information on the
attached Exhibit "C" must be provided to Seller by Purchaser.
(f) OFAC Disclosure. (Check the provision that applies.)
II Purchaser hereby represents and warrants that Purchaser has completed an
OFAC Certificate in the form attached hereto at Exhibit "C" and by
Purchaser's signature to this Agreement, Purchaser represents
and warrants that the OFAC Certificate previously provided to
Seller is true and correct in every way, or that Purchaser has
provided a completed, amended and correct OFAC Certificate in
connection with this transaction.
II Purchaser is a municipal corporation and the representation and
warranty in Paragraph 14(e) above is true and correct with respect
to such municipality to the best of the knowledge of the signatory
on behalf of the Purchaser.
15. Seller Representations and Warranties. Seller represents and warrants to
Purchaser the following:
(a) Seller has full power and authority to enter into this Agreement and to
perform all its obligations hereunder, and has taken all action required by law, its
governing instruments, or otherwise to authorize the execution, delivery, and
performance of this Agreement and all the deeds, agreements, certificates, and other
documents contemplated herein. This Agreement has been duly executed by and is a
valid and binding agreement of Seller, enforceable in accordance with its terms, except
as enforceability may be limited by equitable principles or by the laws of bankruptcy,
insolvency, or other laws affecting creditors' rights generally.
16. Property Disclosures. Seller makes no representations or warranties
concerning the Property with respect to he following:
(a) "AS IS" Sale. OTHER THAN MATTERS RELATING TO TITLE TO THE
PROPERTY SET FORTH IN PARAGRAPHS 9, 10 AND 11 AND THE RIGHTS OF
THE PARTIES WITH RESPECT TO THE SAME AND PARAGRAH 15, Purchaser is
aware that Seller acquired the Property subject of this transaction through either a
foreclosure or a deed-in-lieu of foreclosure, and that Seller is selling and Purchaser is
purchasing the Property in an "AS IS PHYSICAL CONDITION WITHOUT ANY
REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE". Purchaser
acknowledges, on behalf of itself, its opportunity to inspect and investigate the Property
and all improvements thereon, either independently or through agents of Purchaser's
choosing, and that in purchasing the Property, Purchaser is not relying on any
statements or representations made by Seller or Seller's agents as to the physical
condition of the Property and/or any improvements thereon, including BUT NOT
LIMITED TO, heating, sewage, roof, foundations, soils and geology, septic, lot size or
suitability of the Property and/or its improvements for particular purposes, or that any
9
appliances, if any, plumbing and/or utilities are in working order, and/or that the
improvements are structurally sound and/or in compliance with any local, city, county,
state and/or federal statutes, codes or ordinances. Purchaser agrees to pay the fees
for inspections of Purchaser's choice at the time of the physical inspection(s) including
termite inspection and report. If it is determined that there is mold in the Property,
Purchaser shall not hold Seller liable for removal of, or exposure to, the mold. OTHER
THAN MATTERS RELATING TO TITLE TO THE PROPERTY SET FORTH IN
PARAGRAPHS 9, 10, 11 AND THE RIGHTS OF THE PARTIES WITH RESPECT TO
THE SAME AND PARAGRAH 15, THE CLOSING OF THIS TRANSACTION SHALL
CONSTITUTE AN ACKNOWLEDGEMENT BY PURCHASER THAT THE PHYSICAL
CONDITION OF THE PROPERTY WAS ACCEPTED WITHOUT REPRESENTATION
OR WARRANTY OF ANY KIND OR NATURE AND IN AN "AS-IS" CONDITION
BASED SOLELY ON PURCHASER'S OWN INSPECTION AND THAT SELLER
SHALL HAVE NO FURTHER OBLIGATIONS, LIABILITIES OR RESPONSIBILITIES
AS TO THE PHYSICAL CONDITION OF THE PROPERTY UNDER THIS
AGREEMENT OR ANY ADDENDUM THERETO.
(b) Repairs. Purchaser is purchasing the Property in its current "As Is"
condition subject only to such repairs as may be expressly required under the
Agreement or agreed to in writing by Seller and Purchaser prior to closing. Should any
lender or any insuring entity or agency require that certain repairs to the Property be
made or that certain other conditions be met, Seller, at its sole option, may comply with
such requirement or terminate the Agreement. Furthermore, should any FHA
Conditional Commitment or VA Certificate of Reasonable Value vary from the agreed
upon Total Adjusted Sales -Price of the Property, then Seller, at its sole option, may
terminate the Agreement. Notwithstanding that repairs may be made to the Property
pursuant to the terms of this Agreement and prior to closing, Purchaser acknowledges
that Seller has not made and will not make any representations or warranties of any
character as to the necessity for any such repairs, or the absence of any necessity
therefore, or of the adequacy of any such repairs upon completion thereof. Purchaser
agrees that it shall be solely the responsibility of Purchaser to inspect and verify, prior
to closing, the completion and adequacy of any and all such repair.
(c) No Representation or Warranties. OTHER THAN MATTERS RELATING
TO TITLE TO THE PROPERTY SET FORTH IN PARAGRAPHS 9, 10 AND 11 AND
THE RIGHTS OF PARTIES WITH RESPECT TO THE SAME AND PARAGRAH 15,
SELLER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO
THE PHYSICAL CONDITION OF THE PROPERTY, THE APPLIANCES, UTILITY
FIXTURES, EQUIPMENT AND OTHER APPURTENANCES RELATING THERETO;
OR ANY OTHER MATTER AFFECTING OR RELATING TO THE HEREIN
DESCRIBED PROPERTY (OTHER THAN THE WARRANTY OF TITLE ACCORDING
TO THE SPECIAL WARRANTY DEED TO BE DELIVERED AT CLOSING), AND THAT
PURCHASER HAS BEEN AFFORDED AN ADEQUATE OPPORTUNITY TO INSPECT
AND EVALUATE THE CONDITION OF THE PROPERTY. PURCHASER HEREBY
EXPRESSLY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS OR
WARRANTIES HAVE BEEN MADE, AND PURCHASER AGREES TO ACCEPT THE
HEREIN DESCRIBED PROPERTY "AS-IS" AND "WHERE-IS" AND WITHOUT
WARRANTY, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY OF THE
HEREIN DESCRIBED PROPERTY OR OF ITS FITNESS FOR ANY PARTICULAR
USE OR PURPOSE. NO REPRESENTATIONS, CLAIMS, STATEMENTS,
ADVERTISING OR PROMOTIONAL ACTIVITIES MADE OR CONDUCTED BY
10
SELLER OR SELLER'S AGENTS OR REPRESENTATIVES SHALL BE BINDING
UPON SELLER UNLESS THE SAME ARE EXPRESSLY SET FORTH IN THIS
AGREEMENT, ITS ADDENDA, OR A SUBSEQUENT WRITTEN AGREEMENT
EXECUTED BY SELLER AND PURCHASER.
17. Conditions to the Parties' Performance.
(a) Seller shall have the right, at Seller's sole discretion, to extend the
Closing Date or to terminate this Agreement if:
(i) Full payment of any mortgage insurance claim related to the loan
previously secured by the Property is not confirmed prior to the Closing Date or
the mortgage insurance company exercises its right to acquire title to the
Property;
(ii) Seller determines that it is unable to convey good and marketable
title to the Property insurable by a reputable title insurance company at regular
rates;
-(iii) Seller has requested that the servicing lender, or any other party,
repurchase the loan previously secured by the Property;
(iv) A third party with rights related to the sale of the Property does not
approve the sale terms;
(v) Full payment of any property, fire or hazard insurance claim is not
confirmed prior to the Closing Date;
(vi) Any third party, whether homeowner's association, or otherwise,
exercises rights under a right of first refusal to purchase the Property;
(vii) Purchaser is the former mortgagor of the Property whose interest
was foreclosed, or is related to or affiliated in any way with the former mortgagor,
and Purchaser has not disclosed this fact to Seller prior to Seller's acceptance of
this Agreement. Such failure to disclose shall constitute default under this
Agreement, entitling Seller to exercise any of its rights and remedies; or
(viii) Seller, at Seller's sole discretion, determines that the sale of the
Property to Purchaser or any related transactions are in any way associated with
illegal activity of any kind.
In the event Seller elects to terminate this Agreement as a result of subparagraph
17(a) (i), (ii), (iii), (iv), (v), (vi), (vii) or (viii) above, the Parties shall have no further
obligation under this Agreement except as to any provision that survives termination
pursuant to Paragraph 26 of this Agreement.
(b) Purchaser's obligation to purchase the Property is subject to and
conditioned upon the fulfillment of the following conditions precedent:
11
(i) If Purchaser is using federal funds under the Act as described on
page 1 of this Agreement ("NSP Funds"), the receipt by Purchaser of an
appraisal consistent with the NSP Guidelines (the "NSP Appraisal) in form and
appraised value acceptable to meet the NSP Guidelines and support the Total
Adjusted Sales Price set forth above and in form and content acceptable to
Purchaser.
(ii) If Purchaser is using NSP Funds, the receipt by Purchaser of
certain required NSP Guidelines reports relating to environmental, historic district
conditions and other necessary NSP related due diligence reports (the "NSP Due
Diligence Reports"), all in form and content acceptable to Purchaser.
In the event any of the foregoing conditions precedent to Purchaser's obligation
to close are not fulfilled on or before the Closing Date, Purchaser may either waive the
objection or terminate this Agreement as Purchaser's sole remedy at law or equity and
the Parties shall have no further obligation under this Agreement except as to any
provision that survives termination pursuant to Paragraph 26 of this Agreement. Unless
otherwise agreed upon between the Parties and as reflected on the closing
statement for the transaction which is the subject of this Agreement, the cost of
the NSP Appraisal and the NSP Due Diligence Reports shall be at the sole cost
and expense of Purchaser.
18. Authorization to Title Company. The undersigned Purchaser and Seller
hereby: (i) authorize and direct the Title Company or any title company or closing agent
providing services in connection with this transaction (the "Closing Agent") to furnish a copy of
any HUD-1 Settlement Statement generated in connection with the closing of this transaction,
whether unsigned or signed by the Parties, showing both Purchaser's and Seller's sides of the
transaction to the closing outsource provider of Seller; (ii) agree that the Closing Agent shall
have no liability under the Gramm-Leach-Bliley Act, any other statute or regulation relating to
privacy or information disclosure or otherwise as a result of its compliance with the direction to
release aforementioned HUD-1 Settlement Statements to the closing outsourcer; and (iii) agree
that the closing outsourcer may furnish such HUD-1 Settlement Statements to any authorized
agent of Seller.
19. Closing Documents. The following documents shall be executed and delivered
at time of closing:
(a) Seller Documents:
(i) Deed;
(ii) Affidavit Regarding Seller;
(iii) FIRPTA Affidavit; and
(iv) Executed Settlement Statement
(b) Purchaser Documents:
(i) Affidavit Regarding Purchaser;
12
(ii) Executed Settlement Statement; and
(iii) The balance of the Total Adjusted Sales Price due at closing
20. Deliveries by Seller. Within seven (7) days after the date of this Agreement, if
not already delivered to Purchaser, Seller shall deliver the following to Purchaser:
(a) Copies of all licenses, permits, inspection reports, zoning information and
Certificates of Occupancy in Seller's possession, if any
(b) All building plans, diagrams, architect drawings, surveys and construction
or architect contracts in Seller's possession, if any
21. Remedies for Default.
(a) In the event of Purchaser's default, material breach or material
misrepresentation of any fact under the terms of this Agreement, Seller, at its option,
may retain any funds then paid by Purchaser as liquidated damages and/or invoke any
other remedy expressly set out in this Agreement and Seller is automatically released
from the obligation to sell the Property to Purchaser and neither Seller nor its
representatives, agents, attorneys, successors, or assigns shall be liable to Purchaser
for any damages of any kind as a result of Seller's failure to sell and convey the
Property.
(b) In the event of Seller's default or material breach under the terms of this
Agreement or if Seller terminates this Agreement as provided under the provisions of
this Agreement, termination shall be Purchaser's sole and exclusive remedy at law
and/or equity. Purchaser waives any claims that the Property is unique. Upon
termination, Purchaser and Seller shall have no further liability, no further obligation,
and no further responsibility each to the other and Purchaser and Seller shall be
released from any further obligation each to the other in connection with this
Agreement except as to any provision that survives termination pursuant to Paragraph
26 of this Agreement.
(c) Purchaser agrees that Seller shall not be liable to Purchaser for any
special, consequential or punitive damages whatsoever, whether in contract, tort
(including negligence and strict liability) or any other legal or equitable principle, or any
other such expense or cost arising from or related to this Agreement or a breach of this
Agreement.
(d) Any consent by any Party to, or waiver of, a breach by the other, whether
express or implied, shall not constitute consent to, waiver of, or excuse for any different
or subsequent breach.
(e) In the event either Party elects to exercise its remedies as described in
this Paragraph 21 of this Agreement, and this Agreement is terminated, the Parties
shall have no further obligation under this Agreement except as to any provision that
survives the termination of this Agreement pursuant to Paragraph 26 of this Agreement.
22. Indemnification and Release.
13
(a) Purchaser agrees to indemnify and fully protect, defend, and hold Seller,
its officers, directors, employees, shareholders, servicers, representatives, agents,
appraisers, attorneys, tenants, brokers, successors or assigns harmless from and
against any and all claims, costs, liens, loss, damages, attorney's fees and expenses of
every kind and nature that may be sustained by or made against Seller, its officers,
directors, employees, shareholders, servicers, representatives, agents, appraisers,
attorneys, tenants, brokers, successors or assigns, resulting from or arising out of:
(i) inspections or repairs made by Purchaser or its agents,
employees, contractors, successors or assigns;
(ii) the imposition of any fine or penalty imposed by any municipal or
governmental entity resulting from Purchaser's failure to timely obtain any
necessary Certificate of Occupancy or to comply with equivalent laws and
regulations; and
(iii) claims for amounts due and owed by Seller for taxes, homeowner
association dues or assessment or any other items prorated at closing under
Paragraph 7 of this Agreement, including any penalty or interest and other
charges, arising from the proration of such amounts for which Purchaser
received a credit at closing under Paragraph 7 of this Agreement.
(b) In the event Purchaser is a municipality, government or political
subdivision subject to sovereign immunity, any indemnification provision applicable to
Purchaser shall be modified by the phrases: (i) Purchaser shall indemnify Seller "only
to the extent allowed by applicable law", and (ii) "Nothing in this Agreement shall be
construed as a waiver of Purchaser's sovereign immunity."
(c) PURCHASER FULLY RELEASES AND DISCHARGES SELLER FROM
AND RELINQUISHES ALL RIGHTS, CLAIMS AND ACTIONS THAT PURCHASER
MAY HAVE OR ACQUIRE AGAINST SELLER WHICH ARISE OUT OF OR ARE IN
ANY WAY CONNECTED WITH THE CONDITION OF THE PROPERTY, INCLUIDNG
WITHOUT LIMITATION (A) ANY MATTER SET FORTH IN SECTION 16 ABOVE, (B)
THE PRESENCE OF HAZARDOUS MATERIALS ON, UNDER OR ABOUT ANY
PROPERTY (INCLUDING BUT NOT LIMITED TO ANY UNDISCOVERED
HAZARDOUS MATERIALS LOCATED BENEATH THE SURFACE OF THE
PROPERTY) AND (C) VIOLATIONS OF ANY HAZARDOUS MATERIALS LAWS
PERTAINING TO THE PROPERTY OR THE ACTIVITIES THEREON. THIS RELEASE
APPLIES TO ALL DESCRIBED RIGHTS, CLAIMS AND ACTIONS, WHETHER
KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, PRESENT OR FUTURE.
23. Risk of Loss. Seller assumes all risk of loss related to damage to the Property
prior to the Closing Date. In the event of fire, destruction or other casualty loss to the Property
after Seller's acceptance of this Agreement and prior to closing and funding, either Party may
terminate this Agreement and neither Party shall have any further rights or liabilities hereunder
except as provided in Paragraph 26 of this Agreement.
24. Eminent Domain. In the event that Seller's interest in the Property, or any part
thereof, shall have been taken by eminent domain or shall be in the process of being taken on
or before the Closing Date, either Party may terminate this Agreement and neither Party shall
14
have any further rights or liabilities hereunder except as provided in Paragraph 26 of this
Agreement.
25. Keys. Purchaser understands that if Seller is not in possession of keys,
including but not limited to, mailbox keys, recreation area keys, gate cards, or automatic garage
remote controls, then the cost of obtaining the same will be the responsibility of Purchaser.
Purchaser also understands that if the Property includes an alarm system, Seller cannot provide
the access code and/or key and that Purchaser is responsible for any costs associated with the
alarm and/or changing the access code or obtaining keys. If the Property is presently on a
Master Key System, Seller will re-key the exterior doors to the Property prior to closing and
funding at Purchaser's expense. Purchaser authorizes and instructs escrow holder to charge
the account of Purchaser at closing for the rekey.
26. Survival. Delivery of the Deed to the Property to Purchaser by Seller shall be
deemed to be full performance and discharge of all of Seller's obligations under this Agreement.
Notwithstanding anything to the contrary in this Agreement, the provisions of Paragraph 22 of
this Agreement, as well as any other provision which contemplates performance or observance
subsequent to any termination or expiration of this Agreement, shall survive the closing, funding
and the delivery of the Deed and/or termination of this Agreement by any Party and continue in
full force and effect.
27. Severability. The invalidity, illegality or enforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement,
all of which shall remain in full force and effect.
28. Assignment of Agreement. Purchaser shall not assign this Agreement without
the express written consent of Seller. Seller may assign this Agreement at its sole discretion
without prior notice to, or consent of, Purchaser.
29. Entire Agreement.. This Agreement, including the disclosure of information on
lead based paint and/or lead based paint hazards or Seller Disclosure and Release Addendum
or other disclosure forms or notices required by law, constitutes the entire agreement between
Purchaser and Seller concerning the subject matter hereof and supersedes all previous
communications, understandings, representations, warranties, covenants or agreements, either
written or oral and there are no oral or other written agreements between Purchaser and Seller.
NO ORAL PROMISES, REPRESENTATIONS (EXPRESSED OR IMPLIED), WARRANTIES
OR AGREEMENTS MADE BY SELLER AND/OR BROKERS OR ANY PERSON ACTING ON
BEHALF OF SELLER SHALL BE DEEMED VALID OR BINDING UPON SELLER UNLESS
EXPRESSLY INCLUDED IN THIS AGREEMENT. All negotiations are merged into this
Agreement. Seller is not obligated by any other written or verbal statements made by Seller,
Seller's representatives, or any real estate licensee.
30. Modification. No provision, term or clause of this Agreement shall b~ revised,
modified, amended or waived except by an instrument in writing signed by Purchaser and
Seller.
31. Rights of Others. This Agreement does not create any rights, claims or benefits
inuring to any person or entity, other than Seller's successors and/or assigns, that is not a party
to this Agreement, nor does it create or establish any third party beneficiary to this Agreement.
15
32. Counterparts. This Agreement may be executed in any number of counterparts
and each such counterpart shall be deemed to be an original, but all of which, when taken
together, shall constitute one agreement.
33. Headings. The titles to the sections and headings of various paragraphs of this
Agreement are placed for convenience of reference only and in case of conflict, the text of this
Agreement, rather than such titles or headings shall control.
34. Gender. Unless the context otherwise requires, singular nouns and pronouns,
when used herein, shall be deemed to include the plural of such nouns or pronouns and
pronouns of one gender shall be deemed to include the equivalent pronoun of the other gender.
35. Force Maieure. Except as provided in Paragraph 23 to this Agreement, no Party
shall be responsible for delays or failure of performance resulting from acts of God, riots, acts of
war, epidemics, power failures, earthquakes or other disasters, providing such delay or failure of
performance could not have been prevented by reasonable precautions and cannot reasonably
be circumvented by such Party through use of alternate sources, workaround plans or other
means.
36. Attorney Review. Purchaser acknowledges that Purchaser has had the
opportunity to consult with its legal counsel regarding this Agreement and that accordingly the
terms of this Agreement are not to be construed against any Party because that Party drafted
this Agreement or construed in favor of any Party because that Party failed to understand the
legal effect of the provisions of this Agreement.
37. Notices. Any notices required to be given under this Agreement shall be
deemed to have been delivered when actually received in the case of hand or overnight
delivery, or five (5) days after mailing by first class mail, postage paid. All notices to Seller will
be deemed sent or delivered to Seller when sent or delivered to Seller's listing broker or agent,
at the address set forth in the first paragraph of this Agreement or as otherwise provided in
writing to Purchaser. All notices to Purchaser shall be deemed sent or delivered when sent or
delivered to Purchaser or agent at the address set forth in the first paragraph of this Agreement
or as otherwise provided in writing to Seller.
38. Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the successors and assigns of each of the Parties hereto.
39. Invalidity. If for any reason any portion or paragraph of this Agreement shall be
declared void and unenforceable by any court of law or equity it shall only affect such particular
portion or paragraph of this Agreement and the balance of this Agreement shall remain in full
force and effect and shall be binding upon the Parties hereto.
40. Attorneys' Fees. Each Party shall pay the fees and costs of its own counsel. In
the event a legal proceeding is commenced to enforce this Agreement, the prevailing Party shall
be entitled to reasonable attorneys' fees and costs from the other Party.
41. Cumulative Rights. The rights, options, election and remedies contained in this
Agreement shall be cumulative; and no one such rights, options, elections and remedies shall
be construed as excluding any other of them or any right or remedy allowed or provided by law.
16
42. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the jurisdiction in which the Property is located.
43. State and Local Specific Provisions. The Parties acknowledge the state and
local specific provisions attached hereto as Exhibit D. To the extent any terms or conditions of
Exhibit D differ from any provision of this Agreement, the terms of Exhibit D are controlling.
[Signatures Follow]
17
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date and year first above written.
SELLER:
WELLS FARGO BANK, N.A.,
A national banking association
By:
Its:
PURCHASER:
CITY OF DELRAY BEACH,
A Municipal [entity type]
By:
Its:
is
EXHIBIT "A"
Legal Description of Property
Lot 2, Block 4, SABAL LAKES PHASE ONE, according to the Plat thereof as recorded in
Plat Book 60, Page 188, of the Public Records of Palm Beach County, Florida.
Tax Parcel No. 12-42-46-12-15-004-0020
Exhibit A
EXHIBIT "B"
Personal Property
NONE, UNLESS SPECIFICALLY IDENTIFIED BELOW:
Exhibit B
EXHIBIT "C"
Pursuant to the Bank Secrecy Act and requirements specified by the Department of the
Treasury's Office of Foreign Assets Control ("OFAC"), Wells Fargo Bank, N.A. will not
engage in any transaction with any individual or entity that either appears on the list of
Specially Designated Nationals and Blocked Persons, Specially Designated Terrorists,
Specially Designated Narcotics Traffickers, or that Wells Fargo Bank, N.A. suspects to
be involved in a suspicious transaction or one in violation of federal law. Therefore the
following information must be provided. This information will only be used for the sole
purpose of screening against OFAC and WorldCheck lists.
Please provide the following information:
Full Name (First Middle and Last)
Full Complete Address (no P.O. Boxes)
City State Country Zip
Buyer(s) Date of Birth
Buyers Drivers License # State Expiration
*Buyers Social Security may be requested at a later date.*
Full Name (First Middle and Last)
Complete Address(no P.O. Boxes)
City State Country Zip
Buyer(s) Date of Birth
Buyers Drivers License # State Expiration
*Buyers Social Security may be requested at a later date.*
-------------------------------------------------------------------------------
Buyer's Agent Information
First Name: Last Name:
Company:
Address: City: State: Zip:
Email: Phone #: Fax#
If buyer is a Company/Corporation/Partnership/Limited Liability Company or Non-Profit
Organization or is not purchasing as an individual, buyer must provide full company or
corporation name and Articles of Incorporation or By-laws and signing authority.
Buyer's Company/Corporation/Partnership/Limited Liability Company or Non-Profit
Organization:
Exhibit C
Corporate Tax ID #
List All Principal owners of Partnership or LLC or all signers (including non-board members) and
all individuals with principal ownership or financial interest in Non-profit Organizations, including
full name, permanent home address (no P.O. Boxes) and dates of birth for each:
If the Seller finds in it sole and absolute discretion that any purchaser meets the
criteria as described above, the offer, purchase agreement or other documents
executed in connection with the purchase of the property shall be of no effect,
and shall be immediately cancelled. No party shall be liable to the other party in
any way, for any claims whatsoever.
Seller: Buyer:
Date: Date:
Listing Agent: Buyer:
Date: Date:
Exhibit C
Exhibit "D"
Exhibit D
Exhibit "E"
Buyer's Closing Agent
Please select ONE of the following options for closing.
BUYER: CITY OF DELRAY BEACH
1.
^ Purchaser selects Seller's Preferred Title Company to act as the closing agent and
the Title Company. Please note this box MUST be selected to qualify for the buyers
paid closing cost.
2.
If the purchaser chooses not to use the Seller's Preferred Title Company to act as the
closing agent and the Title Company, then the following section will need to be completed.
Please provide contact information for whom, you want to close with.
Company:
Contact Name:
Phone:
Email:
*** If no information is supplied the closing ~~ill be with Seller's Closing Agent ***
LEAD PAINT ADDENDUM FOR HOUSING CONSTRUCTED BEFORE 1978
TO PURCHASE AGREEMENT BETWEEN
WELLS FARGO BANK, N.A., AS SELLER
AND
CITY OF DELRAY BEACH, AS BUYER
LEAD WARNING STATEMENT
Every purchaser of any interest in residential real property on which a residential
dwelling was built before 1978 is notified that such property may present exposure to
lead from lead-based paint that may place young children at risk of developing lead
poisoning. Lead poisoning in young children may produce permanent neurological
damage, including learning disabilities, reduced intelligence quotient, behavioral
problems, and impaired memory. Lead poisoning also poses a particular risk to
pregnant women. The seller of any interest in residential real property is required to
provide the buyer with any information on lead-based paint hazards from risk
assessments or inspections in the seller's possession and notify the buyer of any known
lead-based paint hazards. A risk assessment or inspection for possible lead-based paint
hazards is recommended before purchase.
SELLER'S DISCLOSURE
Presence of lead-based paint and/or lead-based paint hazards (check items a or
b below):
a. ^ Known lead-based paint and/or lead-based paint hazards are present
in the housing. If checked, the following explanation is provided:
b. ®Seller has no knowledge of lead-based paint and/or lead-based paint
hazards in the housing.
2. Records and reports available to Seller (check item a or b below):
a. ^Seller has provided Buyer with all available records and reports
pertaining to lead-based paint and/or lead-based paint hazards in the
housing. If checked, the following documents were provided:
b. ®Seller has no reports or records pertaining to lead-based paint and/or
lead-based paint hazards in the housing.
BUYER'S ACKNOWLEDGMENT
Buyer has read the Lead Warning Statement above and understands its
contents, and has received copies of all information listed above.
2. Buyer has received the pamphlet Protect Your Family from Lead in Your Home.
Buyer has either (check one of the boxes below):
~] Received a 10-day opportunity (or mutually agreed-upon period) to conduct a
risk assessment or inspection for the presence of lead-based paint and/or lead-
based paint hazards; or
^ Waived the opportunity to conduct a risk assessment or inspection for the
presence of lead-based paint and/or lead-based paint hazards
AGENT'S ACKNOWLEDGMENT
BY AGENT'S EXECUTION BELOW, AGENT ACKNOWLEDGES THAT:
Agent has informed Seller of Seller's obligations under 42 U.S.C. §4852d and is
aware of his or her responsibility to ensure compliance.
CERTIFICATION OF ACCURACY
The following parties have reviewed the information above and certify, to the best
of their knowledge, that the information they have provided is true and accurate.
SELLER:
WELLS FARGO BANK N.A.,
A national banking association
By:
Name:
Its:
BUYER:
CITY OF DELRAY BEACH
A Municipal [entity type]
By:
Name:
Its:
RESOLUTION NO. 11-10
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
DELRAY BEACH, FLORIDA, AUTHORIZING THE CITY TO ACQUIRE
CERTAIN REAL PROPERTY IN PALM BEACH COUNTY, FLORIDA, AS
DESCRIBED HEREIN, HEREBY INCORPORATING AND ACCEPTING
THE CONTRACT STATING THE TERMS AND CONDITIONS FOR
THE SALE AND PURCHASE FROM WELLS FARGO FINANCIAL
SYSTEM FL, SELLER, AND THE CITY OF DELRAY BEACH, FLORIDA.
WHEREAS, the City of Delray Beach, Florida, wishes to buy certain property located at 3740
Lancewood Place, Delray Beach, Florida; and
WHEREAS, Wells Fargo Financial System FL, hereinafter desires to sell the property hereinafter
described; and
WHEREAS, it is in the best interest of the City of Delray Beach, Florida, to purchase said property for
affordable housing purposes.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF
DELRAY BEACH, FLORIDA, AS FOLLOWS:
Section 1. That the City Commission of the City of Dekay Beach, Florida, as Buyer, hereby agrees to
acquire the property described herein from the Seller, for the purchase price of One Hundred Thirty-Five
Thousand and 00/100 Dollars ($135,000.00), said property being described as follows:
Lot 2, Block 4, SABAL LAKES PHASE ONE, according to the Plat thereof as
recorded in Plat Book 60, Page 188, of the Public Records of Palm Beach County,
Florida
Section 2. That the terms and conditions contained in the Contract for Sale and Purchase and
Addendum between the City of Dekay Beach, Florida, and the Seller as hereinabove named are incorporated
herein as Exhibit "A".
PASSED AND ADOPTED in regular session on the 22°d of March, 2010.
MAY
~~ fittest: C~.
City Clerk
THIS FORM HAS BEE~PROVED BY THE FLORIDA ASSOCIATION OF REALTORS® AND THE F'L~tIDA BAR
~3L~QG~~3 ~ ~ ~ e ~ ~ ~
o _ ~ o ~ ~ , ~ ~-~ ~ ~ oral Shore
1' PARTIES: ~ ~ O ~' ("Seller"),
4 pursuant to the terms and conditions of this Contract for Sale and Purchase and a~iy riders and addenda ("Contract"):
5 I. DESCRIPTION: 1 I
G' (a) Le I description of the Real Prop rty local in 1 2 C I County, Florida:
,• s a
8' (b) Street address, city zip, of the Property: ~ L C
9 (c) Personal Properly uicludes existing range(s), refrigerator(s), dishwaslier(s}, ceiling fan(s), light fixture(s), and window treatment(s) unless
10 specifically exGuded below.
1 t" Other items included are:
12*
13' Items of Personal Property (and leased ilenu, if any) excluded are:
14*
15' II. PURCHASE PRICE {U.S. currency) :............. • • • • • ~ • $ ~ ~ 5,r, p o 0
16 PAYMENT:
17" (a) Deposit held in escrow by "'Escrow Agenty in the amount of (chec~CS subject to dearance) $
18' Escrow Agents address: Phone:
19' ~ (b) AddRlonal escrow deposR to be made to Escrow Agent within _~ O days after Effective Date in the amount of.......... $
20' {c) Financing in the amount of ("Loan Amount's see Paragraph N below ........................... . ............... $
21' (d) Other ............................................................................................ $
22 (e) Balance to dose try cash, wire transfer or LOCALLY DRAWN cashier's or otficlal bank check{s), subject
7_3` 1o adjustments orprorations ................................................................................ $
24 III. TIME FOR ACCEPTANCE OF OFFER AND COUNTEROFFERS; EFFECTIVE DATE:
25 (a) If this offer is not executed by and delivered to all parties OR FACT OF EXECUTION communicated in writing between the parties on or
26" before .the deposit(s) will, at Buyer's option, be returned and this offer withdrawn. Unless other-
27 wise stated, the time for acceptance of any counteroffers shall be 2 days from the date the counteroffer is delivered.
28 (b) The date of Contract ("Effective Date") w~l be the date when the last one of the Buyer and Seller has signed or Initialed this offeror the
29 final counteroffer. If such date is not otherwise set forth in this Contract, then the "Effective Date" shall be the date determined above for
30 'acceptance of this offer or, if applicable, the final counteroffer.
31 IN FI ANCING:
32" ~(a) This Is a cash transaction with no contingencies for finandng;
33" O (b) This Contract is contingent on Buyer obtaining written loan commitment which confirms undenariting loan approval for a loan to purchase
34' the Property ("Loan Approval's whlun days ('rf blank, then 30 days) after Effective Date ("Loan Approval Date") for (CHECK ONLY
35" ONE): O a fixed; O an adjustable; or O a fixed or adjustable rate loan, in the Loan Amount (See Paragraph Ii.(c)) at an inkial interest rate not to
36' exceed %, and for a term of years. Buyer will make application within days (ff blank, then 5 days) after Effective Date.
37 BUYER: Buyer shall use reasonable diligence to: obtarrr Loan Approval; notify Seller in writing of receipt of Loan Approval by Loan Approval
38 Date; satisfy terms of the Loan Approval; and dose the loan, Loan Approval which requ~ees a condition related to the sale of other property shall
39 not be deemed Loan Approval for purposes of this subparagraph. Buyer shall pay aR loan expenses. Buyer authorizes the mortgage broker(s) and
40 lender(s) to discbse information regarding the conditions, status, and progress of ban applcation and Loan Approve! to Seller, Seller's attorney,
a1 real estate licensee(s), and Closing Agent.
42 SELLER: If Buyer does not deliver to Seller written notice of Loan Approval by Laan Approval Date, Seller may thereafter cancel this Contract by
43. delivering written notice ("Seller's Cancellation Notice's to Buyer, but not later than seven (7) days prior to Dosing. Seller's Cancellation Notice shag
44 notify Buyer that Buyer has three (3) days to deliver to Seller written notice waiving this Financing contingency or the Contract shall be cancelled,
a5 DEPOSIT(S) (for purposes of this Financing Paragraph IV(b) only): If Buyer has used reasonable diligence but does not obtain Loan Approval
46 by Loan Approval Date, and thereafter ether party elects to cancel this Contract, the deposit(s) shall tie returned to Buyer. ff Buyer obtains Loan
47 Approval or waives this Fnancing contingency, and thereafter the Contract does not dose, then the deposit(s) shau be paid to Seller, provided how-
46 ever, H the failtme to dose is due to: ~ Seller's failure or refusal to dose or Seller otherwise fad to meat the terms of the Contract, or n Buyer's lender
49 fops to receive and approve an appraisal of the Property in an amount suffident to meet the terms of the Loan Approval, then the deposit{s) shall be
50 returned to Buyer.
51 * O (c} Assumption of existing mortgage (see rider for terms); or
52" O (d) Purchase money note and mortgage to Seller (see "As Is` Standards B and K and riders; addenda; or special clauses for terms).
53" U TITLE EVIDENCE: At least _ days (d blank, then 5 days) before Closing a title insurance commitment with legible copies of instrumants fisted as
54 exceptions attached thereto ('Title Commitment's and, after Closing, an owner's policy of title insurance (see Standard A for terms) shall be obtained by:
55" (CHECK ONLY ONE): ~ (1}Seller, at Seller's expense and delivered to Buyer or B~ryer's attorney; or
56' ^ (2) Buyer at Ouyer's expense.
57" (CHECK HERE): U tf an abstract of title is to be famished instead of title insurance, and attach rider for terms.
58' VI. CLOSING DATE: This transaction shall be dosed and the closa~g documents delivered on ("Dosing'), unless
59 moditied try other provisions of this Contract. In the event of extreme weather or other conditions or events constituting "force maj~re", Closing well be
60 extended a reasonable time until: m restoration of utilities and other senrices essential to Dosing, and () avau'labtity of Hazard, Wind, Flood, or Homeowners'
G 1 * insurance. fl such conditions continue more than days (d blank, then 14 days) beyond Dosing Date, then either party may cancel this Contract.
FAR/BAR ASIS-2x Rev. 2108 O 2r~8 Florida Association of RFarroRS° and The Florida Bar All Rights Reserved Page 1 of 5 ~~St~l~
Thie eo£tware•ie licensed Co !Corrine aprockel - Corsi Shores Realty Inc) www.traneaatioadesk.oomr. I'/11S
62
63
64
65
66
67"
68"
VII. RESTRICTIONS; EA ~~ ENTS; LIMITATIONS: Seller shall convey marketable title subject to: comp~5ive land use plans; zoning,
restrictions, prohibitions and other requirements imposed by governmental authority; restrictions and masters appearing on the plat ar otherwise
common to the subdivision; outstanding oil, gas and mineral rights of record without right of entry: unplatted public utility easements of record
(located contiguous to real property lines and not more than 10 feet in width as to the rear or front lines and 7 1/2 feet in width as to the side
lines); taxes for year of Closing and subsequent years; and assumed mortgages and purchase money mortgages, "rf any (if additional items, see
addendum; provided, that none prevent use of the Property for
purpose(s).
71 F. ff occupancy is to be delivered before Closing. B~ryer assumes all risks of loss to Property from date of occupancy, shall be responsible and liable
72 for maintenance from that date, and shall be doomed to have accepted Property in its existing condition as of time of taking occupancy.
73 IX. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten provisions, riders and addenda shalt control all printed pro-
74 visions of this Contract in ca~flict with them.
75" X. ASSIGNABILITY: (CHECK ONLY ONE): Buyer O may assign and thereby be released from shy further liability under this Contract; O may
7G" assign but not be released from Iiabllity under this Contract; Or U may not assign this Contract.
77 XI. DISCLOSURES:
78 (a) The Property may be subject to unpaid special assessment Ilen(s) imposed by a public body (°public body" does not include a
79 Condominium or Homeowners' Association). Such lien(s), if any, whether cert~ed, confirmed and ratfied, pending, or'payable in installments,
80" as of Closing, shall be paid as follows: )'~ by Selfer at closing O by Buyer pf left blank, then Setter at Closing). If the amount of any
81 assessment to be paid by Seller has not been finally determined as of Closing, Seller shall be charged at Closing an amount equal to the
82 last estimate or assessment for the improvement by the public body.
83 (b} Radon is a naturally occurring radioactive gas that when accumulated in a building in sufficient quantities may present health risks to per-
84 sons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida.
85 Additional information regarding radon or radon testing may be obtained from your County Public Health unit.
86 (cj Mold is naturally occurring and may cause health risks ar damage to property. ff Buyer is concerned or desires additional information
87 regarding mold, Buyer should contact an appropriate professional.
88 (d) Buyer acknowledges receipt of the Florida Energy-Efficiency Rating Information Brochure required by Section 553.996, F.S.
89 (e) If the Real Property includes pre-1978 residential housing, then stead-based paint rider is mandatory.
90 (f) if Setter is a "foreign person" as defined by the Foreign Investment in Real Property Tax ACt, the parties shall comply with that Act.
91 (g) BUYER SHOULD NOT EXECUTE THIS CONTRACT UNTIL BUYER WAS RECEIVED AND READ THE HOMEOWNERS' ASSOCIA-
92 TION/COMMUNITY DISCLOSURE.
93 (h) PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT PROPERTY TAXES AS THE AMOUNT
94 OF PROPERTY TAXES THAT THE BUYER MAY BE OBLIGATED TO PAY IN THE YEAR SUBSEQUENT TO PURCHASE. A CHANGE .OF OWNER-
95 SHIP OR PROPERTY IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTYTHAT COUTA RESULT IN HIGHER PROPERTYTAXES.
96 IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT THE COUNTY PROPERTY APPRAISER'S OFFICE FOR INFORMATION.
97 XII. MAXIMUM REPAIR COSTS: DELETED
98" Xlll. HOME WARRANTY: ^ Seller O Buyer ~ N/A will pay far a home warranty plan issued by
99" at a cost not io exceed $
100' XIV. INSPECTION PERIOD AND RIGHT TO CANCEL: (aJ Buyer shall have ~4 days from Erfective Date ("inspection Period J within
101 which to have such inspections of the Property performed as Buyer shall desire and utilities service shall be made available by the
102 Seller during the Inspection Period; (bJ Buyer shall be responsible forprompt payment for such inspections and repair of damage
103 ro and restoration of the Property resulting from such inspections and this provision (b) shall survive terminatlon of this Contract;
104 and (c) !f Buyer determines, in Buyer's sole discretion, that the Property is not acceptable to Buyer, Buyer may cancel this .Contract
105 by delivering facsimile or written notice of such elect/on to Seller prior to the expiration of the Inspection Period If 8uyar• timely
106 cancels this Contract, the deposit(s) paid shall be Immediately returned to Buyer, thereupon, Buyer and Seller shall be released of
107 elf further obligations under this Contract, except as provided in this Paragraph XIV. Unless Buyer exercises the right to cancel
108 granted herein, Buyer accepts the Properly In its present physics/ condition, subject to any violation of governmental, building,
109 environmental, and safety codes, restrictions or requirements and shall be respons/b/e for any end all repairs and improvements
110 required by Buyer's lender.
111 XV. RIDERS; ADDENDA; SPECIAL CLAUSES: CHECK those riders which are applicable AND are attached to and made part of this Contract:
112• l'] CONDOMINIUM ^ VA/FHA O HOMEOWNERS' ASSN. ^ LEAD-BASED PAINT l:7 COASTAL CONSTRUCTION CONTROL LINE
113' ^ INSULATION ^ EVIDENCE OF TITLE (SOUTH FLORIDA CONTRACTS) O Other Comprehensive Rider Provisions ^ Addenda
114" Special Clause(s):
115"
116'
117•
118'
119"
120"
121"
122"
123'
124•
125'
126 XVI. "AS IS" STANDARDS FOR REAL ESTATE TRANSACTIONS ("AS IS" Standards): Buyer and Seller acknowledge receipt of a copy
127 of "AS IS" Standards A through Z on the reverse side or attached, which are incorporated as part of this Contract.
FAR/BAR A515.2x Rev. 2/OB ®2008 Florida Association of R~roas' and The Florida Bar All Rights Reserved Page 2 015
Thie softNare is licensed to (Cortina Sprocket - Coral Shores Realty incl ~+ww.traneactiondesk.com. ~QSta/>~
s /tnS
128 TF~INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY
129 SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING.
130 THIS "AS IS" FORM HAS BEEN APPROVED BY THE FLORIDA ASSOCIATION OF REALTORS"' AND THE FLORIDA BAR.
131 Approval does not constitute an opinion that any of the terms and conditions in this Contract should be accepted by the parties in a
132 particular transaction, Terms and conditions should be negotiated based upon the respective interests, objectives and bargaining
133 positions of all interested persons.
135`
136 (BUYER) (DATE
137"
138 (BUYER)
139` Buyers' address for purposes of notice
140'
(DATE
141" Phone Phone
142 BROKERS: The brokers (including cooperating brokers, if any) named below are the onry brokers entitled to compensation in connection with
143 this Cont ct: ,
144"Name: ~orq S'~,~reS RPAtt CorrrnC~ _ ~ C~_d P~~pr __~es f3.:~
145 ~ c~/0 Cooperating Brokers, if any ~ p oCJ'~e L *3 ~~o Listing Broker '~ eyed SC opp er
(SELLER}
roAT~
(SELLER) (DATE
Sellers' address for purposes of notice
FAR/BAR ASIS-2x Rev. 2/08 ®2008 Florida Association of Ren~TONS" and The Florida Bar Ail Rlghts Reserved Page 3 of 5 ,~~5~
This eoftwaze ie licensed to [Corrine 8prockel - Coral Shoraa Realty Inc] vnwr.traneactiond®ek.com.
1qg "AS IS" STANDARDS FOR REAL ESTATE TRANSACTIONS
147 A. TITLE INSURANCE: The Title Commitment shall be issued by a Florida licensed title insurer agreeing to lssua Buyer, upon recording of the deed to Buyer,
148 en owner's policy of lifts irrsumnCe in the amount of the purchase price, insuring Buyer's marketable title to the Real Property, subject oNy to matters contained
149 in Paragraph VII and those to be disdtarged by 5eper at or before Dosing. Marketable title shall tx; determined according to appUcable Title Standards adopt~
150 ad by authority of'fhe Florida Bar and in accordance with law. Buyer shall have 5 days from date of receiving the Title Commitment to examine it, and if title is
151 found detective, notify Seller in writing spedfying defect(s) which render title unmarketable. Seller shall have 30 days from receipt of notion to remove the
154 be returned to Buyer. If Buyer fails to so notify Seller, Buyer shall be deemed to have accepted the title as it then is. Salter shall,rf tltie is found urvnaricetable,
155 use diligent effort to correct defect(s) within the time provided, ff, after diligent effort, Seller is unable to timely correct the defects, Buyer shad either waive the
156 defects, or receive a refund of deposit(s), thereby releasing Buyer and Seller from all further obiigatlons under this Contract. It Seller is to provide the Title
157 Commitment and it is delivered to Buyer less than 5 days prior to Closing, Buyer may extend Goring so That Buyer shall have up to 5 days horn date of receipt
158 to examine same in accordance with this °AS 1S° Standard.
159 8. PURCHASE MONEY MORTGAGE; SECURITY AGREEMENT TO SELLER: A purdlase money mortgage and mortgage note tb Seller shall provide for a
160 30 day grace period in the avant of default If a first mortgage and a 15 day grace period if a second or lesser mortgage; shall provide far rgM of prepayment
161 in whole or In part without penalty; shall permit acceleration in event of transfer of the Real Property; shall require all prior Nens and encumbranoas to be kept
162 In good standing; shall forbid modiCicatbns of, or future advances under, prior mortgage(s); shall require Buyer to maintain policies of insurance ContaiNng a
163 standard mortgagee clause covering all improvements located on the Rea! Property against fire and all perils included within the term "extender coverage
164 endorsements° and such other risks and perils as Seller may reasonatNy require, ~ an amount equal to their highest insurable value; and the mortgage, note
165 and security agreement shall be otherwise in form and content required by Seller, but Seller may only require clauses and coverage customarily found in mort-
166 gages, mortgage notes and security agreements generally utNlzed by savings and loan institutions or state or national banks located in the county wherein the
167 Real Property is located. AU Personal Property and leases being conveyed ar assigned will, at Seller's option, be sut~ect to the Ifen of a security agreement evi•
168 danced by rt~corded or filed finandng statements or certificates of tlUe. If a balloon mortgage, the final payment wdf exceed the periodic payments thereon.
169 C. SURVEY: Buyer, et Buyers expense, vuittvn time allowed to deliver eviderx:a of tllle and to examine same, may have the Real Property surveyed and certi-
170 fled by a registered Florida surveyor. If the survey discloses encroachments on the Real Property or that improvements located thereon encroach on setback
171 Unes, easements, lands of others or violate any restrictions, Contract covenants or appNcable governmental regulations, the same shall constitute a title defect.
172 p. WOOD DESTROYING ORGANISMS: DELETED
173 E. INGRESS AND EGRESS: Seller warrants and represents that there is ingress and egress to the Real Property suffident for its intended use es described
174 in paragraph VII hereof and title to the Real Property is insurable to accordance with "AS IS° Standard A without exception for lack of Legal right of acoass.
175 F LEASES: Seller shall at least 10 days before Closing, furnish to Buyer copies of ail written leases and estoppel letters from each tenant spedfying the nature
176 and duration of the tenant's occupancy, rental rates, advanced rent and security deposits paid by tenant. if Seller is unable to obtain such letter from each ten-
177 ant, the same infortnatlon shall be furnished by Seller to Buyer within that time period in ins form of a Sellers affidavit, and Buyer may thereafter contact ten-
178 ant to confimt such Information. If the terms of the leases differ materially from SeNor's representallons, Buyer may terminate this Contract by delivering written
i 79 notice to Seller at least 5 days prior to Goring. Seller shall, at Closing, deliver and assign all original leases to Buyer.
180 G. LIENS: Seiler shall furnish to Buyer at time of Closing an affidavit attesting to the absence, uNess otherwise provided for herein, of any financing statement,
181 claims of Nan ar potential lienors known to Seller and further attesting that there have been no improvements or repairs to the Real Property for 90 days f~me~
182 diately preceding date of posing. K the Real Property has been improved ar repaired within that time, Seller shall deliver releases ar waivers of construction
183 liens executed by all general conVactors, subcontractors, suppliers and materialmen in addition to Setter's Nan affidavit setting forth the names of all such gen-
184 anal contractors, subcontractors, suppliers and materiatmen, further affhming that a!1 charges for improvements or repairs which could serve as a basis for a
185 constructbn lien or a claim for damages have been paid or wrll be paid at the Closing of this Contract.
186 H. PLACE OF CLOSING: Cbsing shall be held in the county wherein the Real Property is located at the office of the attorney or other dosing agent (°Cbsing
187 Agent") designated by the party paying for title insurance, or, rf no tide insurance, designated by Sever.
188 1. TIME: l..alerdar days shay be used In carrputing time periods except periods of toss then six (6) days. in which event Saturdays. Sundays and state or nation-
189 a1 legal holidays shat be excluded. Any time periods provided tar herein which shall end on a Saturday, Sunday, ar a legal holiday sttali extend to 5:00 p.m of the
190 next business day. Time is of fhe essence In this Contract.
19t J. CLOSING DOCUMENTS: Seller shall Iturtish the deed, bell of sale, rxlrtifiCaba d flue, otmstructiort Ner- affklavk, owner's possession atfdavlt, assignnlertta of leas-
192 es, tenertt and mortgages estoppel letters and corrective insVtJ:tteMS. Buyer shall turrtlslt mortgage, rrtors`gage note, security agreement and firtandrtg statements.
193 K. EXPENSES: Documentary stamps an the deed and recording of corrective instruments shall be paid by Seller. All costs of Buyer's loan (whether obtained
194 from Seller ar third party), including, but not limited to, documentary stamps and Intangible tax on the purchase money awrtgage and e-ry mortgage assumed,
195 mortgagee this Insurance commitment with related fees, and recording of purdlase money mortgage. deed and ttnandng statements shelf be paid by Buyer.
196 Unless otherwrise provided by taw ar rider to this Contract, cllarges for related Cbsing services, title searoh, and dosing fees pnduding preparatlon of dosing
197 statement), shell he pab by the pally respor~slble far tum(shing the title evidence In aocardartoe wah Paragraph V.
19B L. PROBATIONS; CREDRS: Taxers, assessrr>erris, rant, Irrter~t, msurarroe and other expenses of the Roperty shall be prorated through the day before Closing,
199 Buyer shall have the option of takng over exlstlrtg policies of insurance. ff assumable, in wtdCh event prerNums sheN be proretad. Cash at Gosic-g shall be
200 Increased or decreased as may be required by proraitons to be made through day prior to hosing, ar o~ancy, If occupancy occurs before Cbsing. Advartoa
201 tent and security deposits wNl be crectlted t0 Buyer. Escrow deposits halo by mortgagee wW be Credited to Seller. Taxes shall be prorated based oft the current
202 yearns tax with due allowance made for maximum allowable dLskxxxtt, homestead and other exemptions, ff Closing occurs at a date when the current year,; mrla-
203 age Is not fbced and current year`s assessment is avaiable, taxes wUl bA prorated based upon such assessment and prior years mNlage. H current years essess-
204 ment Is not available, than taxes will be prorated on prior years tax. if there are completed improvements on the Real Property by Jarwary 1st of year of Ciosirtg,
205 whldl improvements ware r-ot in existence on January 1st of prior year, then taxes stlall be prorated based upon prior ys&''s rnlUage and at an equitableassess-
206 ment to be agreed upon between the parties; fouling whbh, request shall be made to the County Properly Appretser for en lnfomtal assessment taking lrtto
207 account avaiable exemptions. A tax proratbn based on an estimate shall, at request of eftllar party, ba readjusted upon receipt of current years tax bW.
208 M. (RESF~IVF~ -purposely left blank)
209 N. INSPEf.7K)N AND REPAIR: DELETED
210 O. RISK OF LOSS: ff, aRer fhe F.tfeCtive Date. the Property is damaged by fire ar other casualty {'t,,asually LASS' before Closing and cost of restoretlon (which
211 shall include the cost of pouring or removing damaged trees) does not exceed 1.596 of the 1'ractrase Price, cost of restoration shall be an obfigatlon of Seller and
212 Dosing shell proceed pursuant to the terms of this Cor-trect. and ff restoration Is not completed as of Closing, restoration costs wN be escrowed at Cbsing. q
213 the cost of etstaatron exceeds 1.5% of the Purchase Price, Buyer shat either take the Property as Is, together with the 1.5% ar recel~ a refund of deposit(s)
214 thereby releasing Buyer and Seller from all further obligatlons under this Contract. Sellers sole obUgatbn with respect to tree damage by k~suaily ar other natu-
215 ref occurrence shall be the Cost ~ pruning ar removal.
216 P. CLOSING PROCEDURE: The deed shall be recorded upon clearance of funds. if We title agent insures adverse matters pursuant to Seetbn 627.7841,
277 F.S., aS amended, the escrow and closing procedure required by this "AS IS° Standard shaft be. waived. Unless waived as set forth above the following
FAR/BAR ASIS-2x Rev. 2108 ®2008 Florida Association of RrxTORS" and The Florida Bar All Rights Reserved Page 4 of 5
This aoPtaase ie liceaead to ICOrrias eproclcel - Coral Shores Rosily Zacl vwkr.traasactioadask.ao~. /~~~
218 ~ °AS 33" STANDARDS FOR REAL ESTATE TRANSACTIONS (CONTINUED)
219 closing procedures shall apply: (t)all dosing proceeds shall be held in escrow by the Dosing Agent for a period of not more than 5 days after Ciosirtg; (2)
220 If Seller's title is rendered unmarketable, through no fault of Buyer. Buyer shall, within the 5 day period, notify Seller in writing of the defect and Seller shell
221 have 30 days from date of receipt of such notHication to cure the defect; (3J if Seller farts to timely cure the defect, all deposits and Dosing funds shall, upon
222 written demand by Buyer and within 5 days after demand, be returned to Buyer and, simultaneously with such repayment, Buyer shall return the Personal
223 Properly, vacate the Real Property and reconvey the Property to Sel'ier by spedal warranty deed and bUi of sate; and (4)11 Buyer fails to make timely demand
22g-for~afund,~u~tac~haU take titie~sJS. u+aiving all riohts aoa~ as to any inteaenino detect except as may be available to Buyer by virtue of war-
~.LJ~FIYC-.F~IVULWUP.4~" •••••
226 (l. ESCROW: Any Closing Agent or escrow agent (collectively "Agenl'~ receNing funds or equivalent Is authorised and agrees by acceptance of ttrem to deposit
227 them promptly, hold same in escrow and, subject to clearance, disburse them in asaordance with terms and cond'Nons of this Contract. FaUure of funds to
228 dear shall not excuse Buyer's performance, If in doubt as to Agent's duties or fiabiUtles under the provisions of this Contract, Agent may, at Agent's option, con-
229 time to hold the sutaject matter of the escrow until the parties hereto agree to its disbursement or until a Judgment of a court of competent jurisdiction shall
230 determine the rights of the parties, or Agent may deposit same with the clerk of the clrcuit court having jurisdiction of the dispute. An attorney who represents
231 a party and also acts as Agent may represent such party in such action. Upon notifying all parties ooncemed of such action, all liabgity on the part of Agent
232 shall fully terminate, except to the extent of accounting for any Rams previously delNered out of escrow. if a licensed real estate broker, Agent will comply vvrth
233 provisions of Chapter 475, F.S., as amended. Any salt between Buyer and Boller wherein Agent is made a party because of acting as Agent hereunder, or in
234 any suit wharein Agent tnUerpleads the subject matter of the escrow, Agent shall recover reasonable attorney's fees and costs insured with these amounts to
235 be paid from and out of the escrowed funds or equivalent and charged and awarded as court costs in favor of the prevaUng party. The Agent shall not tae Uatale
236 to any party or person for misdellvery to Buyer or Sellar of Items subject to the escrow, unless such misdelivery is duo to wlUlui breach of the provisions of this
237 Contract or gross negligence of Agent.
238 R. ATTORNEY'S FEES; COSTS: In any IRigation, including txeach, enforcement or interpretation, arising out of this Contract, the prevaUing party In such 110-
239 gallon, which. For purposes of this "AS IS" Standard, shall include Seger, Buyer and arty brokers acting in agency or rtonagency relationships authorized by
240 Chapter 475, F.S., as amended, shall be entitled to recover from the non-prevaCmg party reasonable attorneys tees, costs and expenses.
241 S. FAILURE OF PERFORMANCE: It Buyer tails to perform this Contract wfthln the time spedfied, including payment of all deposits, the deposit(s) paid by
242 Buyer and deposit(s) agreed to be paid, may be recovered and retained by and for the accourn of Seiler as agreed upon liquidated damages, conskleratlon for
243 the execution of this Contract and In foil settlement of any dams; whereupon, Buyer and Seller shat) tae relieved of al obGgatbns under this Contract; or Seler,
244 at Seiler s option, may protract In equity to enforce Seller's rights tridder this Contract. If for any reason other than failure of Seiler to make Seller's tills mar-
245 ketable after diligent effort, Seller fails, neglects or refuses to perform this Contract, Buyer may seek specific pertomrartce or elect to receive the return of Buyer's
246 deposit(s) wthout ttrereby waving any action for damages resulting from Sellers breach.
247 T. CONTRACT NOT RECORDABLE; PERSONS BOVND; NOTICE; COPIES: Neither this Contract nor any notice of R shall be recorded in any public records.
248 This Contract shall bind and pure to the benefit of the parties and their suocesors ~ irrterast, Whenever the context permits, slrgular shall Include pkrral end
249 one gerxier shall include all. Notice and delivery given by or to the attorney or broker representing any Party shall be as effective as If given by or to that party.
250 AU notlt~s must tae In writing and may be made by mall, personal delivery or electronic media. A legible facstittlle or elecAnrtic Qnduding 'pdf~ Dopy of this
251 Contract and any slgnaturas hereon shall be considered for ell purposes as an original.
252 U. CONVEYANCE: Seller shall convey marketable title to the Real Property by statutory warranty, trustee's, personal rapreser-tative`3, or guardian's deed, as
253 appropriate to the status of Seller, subject ony to rr~tters oonteined in Paragraph VII and those otherwise accepted by Boyar. Personal Property shall, at the
254 request of Buyer, be transferred by an absolute bill of sale with warranty of title, sub)ect only to such matters as may be otherwise provided for herein.
255 V. OTHER AGREEMENTS: No prior or present agreements or representations shall tae binding upon Buyer or Seller unless Included In this Contract. No rrtod-
256 IUt~tlon to or c~tartge to this Contrect shall tae valid or binding upon the parties unless in wrung and executed by the partles intended to be taotmd by it.
257 W. SELLER DISCLOSURE: (1) There are rte facts known to SeAer materfiaAy eflectirg the value of the Property which are not readily observable by Buyer or
258 which have not bean disclosed to Buyer; ~ Seller extends and Intends no warranty and makes no representation of any type, either express orlmpiled
259 as to the physical condttlon or history of the Property; (3) Seger has received no written or verbal notls3 from any govemmenta! entity or agency as
260 to a currorrtly uncorrected buUding, environmental or safety code viofet/ort; l4) Seller has no ivrowiedge of any repairs or improvements made to the
261 Property without comp/lance with gavemmenrai reguiatlon which haws not been disclosed to Buyer.
262 X. PROPERTY MAINTENANCE; PROPERTY ACCESS; ASSIGNMENT OF CONTRACTS AND WARRANTIES: Seller shall maintain the Property, including,
263 but not Umited to lawn, shrubbery, and pool in the condiiian existing ag of Effective Date, ordinary wear and tear and Casualty Loss excepted. Seller shall, upon
264 reasonable notice, provide utkttles service and assess to the Property for appraisal and inspections, including a walk-through prior to Closing, to consirm that
265 all items of Personal Property are on the Real Property and that the Property has been maintained as required by this 'AS IS" Standard. Seller will assign all
266 assignable repair and treatment contracts and warranties to Buyer at Closing.
267 Y. 1 t)3t EXCHANGE: K either Seller or Buyer wish to enter into alike-kind exdzartge (either simultaneous with Goring or deferred) with reaped to the Properly
268 under Seclbn 1031 of the internal Revenue Code ("Exchange"), the other party shall reoperate in all reasonable respects to effectuate the Exchange, includ-
269 trig the execution of documents; provided (1}the cooperating party shall Incur no IiabUlry or expense related to the F~ccftange and (2) tiro Closing shat not be
270 contingent upon, nor extended or delayed by, such Facdtange.
271 Z. BUYER WAIVER OF CLAIMS: Buyer waives any claims against Sadler end, to the extent permitted bylaw, egafnst any rest estate llceuuee involved
272 in the negotiation o/the Contract, tar any detects or other damage that may exist at Closing of the Contract and be subsequently discovered by the
273 Buyer or arryorae claiming by, through, under or against the Buyer. i
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